Commentary & Deal Flow

NEXA RESOURCES ANNOUNCES TENDER OFFERS FOR ANY AND ALL OF ITS 2027 AND 2028 NOTES

LUXEMBOURG, March 30, 2025 /PRNewswire/ -- Nexa Resources S.A. ("Nexa Resources," "Nexa" or the "Company") (NYSE: "NEXA") announced today that it has commenced a cash tender offer for any and all of its outstanding:

Each series of Notes is fully, unconditionally, and irrevocably guaranteed by Nexa Resources Cajamarquilla S.A., Nexa Resources Perú S.A.A., and Nexa Recursos Minerais S.A.

The following table sets forth the consideration for each series of Notes:

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The Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on April 4, 2025, unless extended or earlier terminated as described in this press release (such time and date, as may be extended, the "Expiration Date"). Holders of Notes must validly tender (and not validly withdraw) their Notes or deliver a properly completed and duly executed notice of guaranteed delivery (the "Notice of Guaranteed Delivery") at or prior to the Expiration Date to be eligible to receive the respective Consideration (as defined herein), plus Accrued Interest (as defined herein). Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Date, unless extended or earlier terminated as described below, but not thereafter (the "Withdrawal Deadline").

The consideration for each US$1,000.00 principal amount of 2027 Notes validly tendered (and not validly withdrawn) at or prior to the Withdrawal Deadline or via the guaranteed delivery procedures and accepted for purchase pursuant to the 2027 Tender Offer will be US$1,015.00 (the "2027 Tender Offer Consideration").

The consideration for each US$1,000.00 principal amount of 2028 Notes validly tendered (and not validly withdrawn) at or prior to the Withdrawal Deadline or via the guaranteed delivery procedures and accepted for purchase pursuant to the 2028 Tender Offer will be US$1,041.25 (the "2028 Tender Offer Consideration").

Each of the 2027 Tender Offer Consideration and the 2028 Tender Offer Consideration is referred to herein as "Consideration." The applicable Consideration will be paid together with accrued and unpaid interest on the applicable series of Notes from the last interest payment date on such series of Notes preceding the Settlement Date to, but excluding, the Settlement Date ("Accrued Interest").

Withdrawal rights with respect to tendered Notes will terminate at 5:00 p.m., New York City time, on April 4, 2025, unless extended by us. Accordingly, following the Withdrawal Deadline, Notes validly tendered, including Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law. Holders of Notes who have validly tendered (and not validly withdrawn) their Notes at or prior to the Withdrawal Deadline or via the guaranteed delivery procedures and whose Notes are accepted for purchase shall receive payment for each US$1,000.00 principal amount of such accepted Notes on a settlement date expected to occur within three business days following the Expiration Date, which is expect to be April 9, 2025, or as promptly as practicable thereafter (the "Settlement Date").

When considering any potential allocation of New Notes (as defined herein) in an offering of debt securities by Nexa Resources, Nexa Resources intends, but is not in any way obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to Nexa Resources or the Dealer Managers their firm intention to tender, Notes in the Tender Offers. The New Notes are expected to be issued pursuant to a concurrent offering and in connection with an offering memorandum dated March 31, 2025 (the "Offering Memorandum"). Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the Offering Memorandum, and no reliance is to be placed on any representations other than those contained in the Offering Memorandum. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any U.S. State securities laws or the laws of any jurisdiction and will be offered and sold to qualified institutional buyers pursuant to exemptions from the registration requirements of the Securities Act under Rule 144A and in compliance with Regulation S outside the United States.

Our obligation to purchase Notes in the Tender Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer Documents, including the pricing of and receipt of proceeds from a new notes (the "New Notes") offering, denominated in U.S. Dollars, generating net proceeds in an amount that is sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offers. Neither Tender Offer is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series.

We intend to use all or a portion of the proceeds from the New Notes offering to pay the Consideration, Accrued Interest and costs and expenses in connection with the Tender Offers to all Holders of Notes accepted for purchase pursuant to the Tender Offers. We also intend to use a portion of the proceeds from the New Notes offering to redeem all of the 2027 Notes in accordance with the terms of the indenture governing the 2027 Notes that remain outstanding immediately after the Expiration Date. In addition, we also reserve the right, at our sole discretion, to use any remaining proceeds to redeem or purchase any of the Notes that remain outstanding after the Expiration Date. Such purchases may occur through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine, which may be higher or lower than the prices to be paid pursuant to the Tender Offers.

Subject to applicable law, we reserve the right to waive any condition to the Tender Offers and to extend, terminate, or amend any terms of the Tender Offers.

The complete terms and conditions of the Tender Offers are described in the Offer to Purchase, dated March 31, 2025 (the "Offer to Purchase"), and the corresponding Notice of Guaranteed Delivery (together, the "Offer Documents"). Copies of the Offer Documents may be obtained from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent"). For copies of the Offer Documents, please contact the Tender and Information Agent at www.dfking.com/nexa or +1 (888) 542-7446 (U.S. toll free) and +1 (212) 269-5550 (collect), or via email at nexa@dfking.com.

Nexa Resources reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. Nexa Resources is making the Tender Offers only in those jurisdictions where it is legal to do so.

Nexa Resources has engaged Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, and Santander US Capital Markets LLC to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offers. For questions regarding the terms of the Tender Offers, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Itau BBA USA Securities, Inc. at +1 (212) 710-6749 (collect), J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect), and Santander US Capital Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660 (collect).

None of Nexa Resources, the Dealer Managers, the Tender and Information Agent, the trustee for the Notes, or any of their respective affiliates makes any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offers, nor do they express any opinion as to whether the terms of the Tender Offers are fair to any holder. Holders of Notes must make their own independent decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for full offer terms, conditions, disclaimers, and additional information.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. Each Tender Offer is being made solely by means of the Offer to Purchase and the corresponding Notice of Guaranteed Delivery. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Nexa Resources by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

About Nexa

Nexa is a large-scale, low-cost, integrated polymetallic producer, zinc being our main product, with over 65 years of experience developing and operating mining and smelting assets in Latin America. Nexa currently owns and operates four long-life underground polymetallic mines, two located in the Central Andes region of Peru, and two located in Brazil (one in the state of Minas Gerais and one in the state of Mato Grosso). Nexa also owns and operates one low-cost polymetallic open pit mine, also in the Central Andes region of Peru, and three smelters, two located in the state of Minas Gerais in Brazil (Três Marias and Juiz de Fora), and one, located in Lima, which is Cajamarquilla, the largest smelter in the Americas.

Nexa was among the top five producers of mined zinc globally in 2024 and one of the top five metallic zinc producers worldwide in 2024, according to Wood Mackenzie.